Charles Sledge
About Charles Sledge
Charles M. Sledge, age 59, has served on Noble Corporation plc’s board since 2021 and is the independent Chair of the Board, presiding over executive sessions and coordinating agendas and CEO goal-setting; he brings deep finance and operations expertise from prior CFO and controller roles in the energy sector, and is designated an Audit Committee financial expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron International Corporation | Chief Financial Officer | 2008–2016 | Served through Cameron’s sale to Schlumberger in 2016, bringing transaction and finance leadership |
| Cameron International Corporation | Corporate Controller | 2001–2008 | Led controllership and accounting operations pre-CFO promotion |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weatherford International plc | Chairman | Current | Public company; board leadership role |
| Talos Energy, Inc. | Director | Current | Public company director |
| Stone Energy Corp. | Director | Prior | Former public company board service |
| Vine Energy, Inc. | Director | Prior | Former public company board service |
Board Governance
- Independent Board Chair: Sledge presides over non-management executive sessions, approves board agendas and schedules, and coordinates CEO goals; the board separates the Chair and CEO roles to strengthen oversight .
- Committee memberships: Audit Committee member (Chair: H. Keith Jennings) and Compensation Committee member (Chair: Alan J. Hirshberg) .
- Audit Committee financial expert: Board determined Sledge is an “audit committee financial expert” under SEC rules .
- Independence status: Board indicates six non-management directors are NYSE-independent and Sledge is independent Chair .
- Attendance: Board held 10 meetings in 2024; except one noted instance for a new director, all incumbents (including Sledge) attended at least 75% of combined board and committee meetings; all eight directors attended the 2024 annual general meeting .
| Committee | 2024 Meetings |
|---|---|
| Audit | 9 |
| Compensation | 4 |
| Nominating & Governance | 6 |
| Safety & Sustainability | 4 |
Fixed Compensation
- Program structure: 2024 non-employee director program included cash and equity retainers and committee fees; non-executive Chair cash retainer $165,000; annual equity retainer (RSUs) for non-executive Chair $265,000; board member cash retainer $100,000; board member equity retainer $200,000; committee chair fees ($30,000 Audit; $20,000 others); committee member fee $10,000; international meeting fee $4,000; a supplemental quarterly retainer ($40,000 Chair; $20,000 member) ran through September 30, 2024 .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $181,250 | $265,000 |
| Stock Awards ($) | $258,856 | $269,235 |
| All Other Compensation ($) | — | $4,611 |
| Total ($) | $440,106 | $538,846 |
Performance Compensation
- Equity awards: Time-vested RSUs (TVRSUs) vest one year from grant and settle 60% in shares and 40% in cash; 2024 awards used a 7-day VWAP to determine units; grant date valuation for non-executive directors was calculated at $44.88 (Jan 26, 2024) for fair value disclosure; dividend equivalent rights are paid on vested TVRSUs .
- 2024 RSU details (Sledge): 5,999 units granted; aggregate grant-date fair value $269,235; dividend equivalents received $4,611 .
| RSU Metric (2024) | Value |
|---|---|
| Units Granted | 5,999 |
| Grant-Date Fair Value ($) | $269,235 |
| Vesting | One year from grant; settled 60% shares / 40% cash |
| Valuation Basis | Average of high/low $44.88 (Jan 26, 2024) for disclosure; directors used 7-day VWAP to size units |
| Dividend Equivalents ($) | $4,611 |
No performance-vested awards are disclosed for non-executive directors; equity is time-vested (RSUs), not PSU-based .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Weatherford International plc | Chairman | Energy sector overlap; no Noble-related party transactions disclosed |
| Talos Energy, Inc. | Director | Energy sector overlap; no Noble-related party transactions disclosed |
Expertise & Qualifications
- CFO and controller experience in oilfield services; expertise spans accounting, finance, treasury, and operations; broad energy exploration industry background; multiple public board tenures .
- Audit Committee financial expert designation, supporting financial reporting oversight .
Equity Ownership
- Beneficial ownership (Mar 10, 2025): 38,361 shares; includes 8,334 shares held by his children; percent of class for directors/NEOs generally <1% (company had 158,772,968 shares outstanding) .
- Ownership guideline: Non-executive directors must maintain holdings valued at 5x annual cash retainer; for Sledge, 2024 requirement $750,000; his holdings valuation at Dec 31, 2024 was $997,547 (beneficially owned 25,770 shares; unvested TVRSUs 5,999 counted for guideline compliance) .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and executive officers; blackout trading windows and 10b5‑1 plans allowed under pre-clearance .
| Ownership Detail | Dec 31, 2024 | Mar 10, 2025 |
|---|---|---|
| Beneficially Owned Shares | 25,770 | 38,361 (incl. 8,334 held by children) |
| Unvested TVRSUs | 5,999 | Outstanding units as noted; directors’ 2024 grants remained outstanding at year-end |
| Value of Holdings ($) | $997,547 (at $31.40 close) | — |
| Ownership Guideline ($) | $750,000 | — |
| Shares Outstanding | 158,772,968 | 158,772,968 |
| Hedging/Pledging Policy | Prohibited | Prohibited |
Governance Assessment
- Strengths: Independent Chair with clear duties; dual committee membership (Audit and Compensation) and “financial expert” designation; ≥75% attendance and full AGM attendance; robust director ownership policy with Sledge exceeding his $750k threshold; hedging/pledging prohibitions and related‑party transaction controls; Compensation Committee uses independent consultant (Meridian), with independence affirmed and fees disclosed .
- Pay mix signals: 2024 total rose vs 2023, reflecting non‑executive chair responsibilities and a discontinued supplemental retainer tied to strategic activity (Diamond Offshore acquisition), while equity remains time‑vested RSUs (no performance metrics), limiting pay‑for‑performance sensitivity for directors but aligning via ownership requirements .
- Red flags: None disclosed regarding related‑party transactions, pledging/hedging, or attendance shortfalls; multi‑board commitments exist but no conflict disclosures in Noble’s filings for 2024; director independence affirmed .
Say‑on‑pay context (program credibility): 2023 shareholder approval of Remuneration Policy at 98.96% and 2022 Directors’ Remuneration Report at 99.1% indicates strong investor support for compensation governance .